The role of a company secretary (co-sec) depends largely on the size and type of the business. A small one may only need a co-sec to satisfy administrative requirements, where as in a larger organisation, the co-sec is likely to have a larger role, particularly with respect to legal compliance.
Does every company need a secretary?
A private limited company is not required to have a company secretary (under Section 270 of the Companies Act 2006). However, public companies are required to appoint one as per Section 271 of the Act.
Directors now have many of the responsibilities for keeping records and filing documents that co-secs had before 2006 (read further about the responsibilities of directors).
Does a company secretary need any qualifications?
The secretary of a private limited company needs no formal qualifications, but the one of a public limited company does need to be qualified.
Section 273(1) of the Act states that the directors of a public limited company must make sure, as far as reasonably possible, that the secretary, or each joint secretary, is a person who appears to them to have the proper knowledge and experience to carry out the functions of company secretary.
In addition, the secretary must qualify under one of these conditions:
have held the office of secretary of a public company for at least three of the five years immediately preceding his appointment as secretary
be a member of any of following bodies:
- The Institute of Chartered Accountants in England and Wales
- The Institute of Chartered Accountants of Scotland
- The Association of Chartered Certified Accountants
- The Institute of Chartered Accountants in Ireland
- The Institute of Chartered Secretaries and Administrators
- The Chartered Institute of Management Accountants
- The Chartered Institute of Public Finance and Accountancy
be a barrister, an advocate or a solicitor called or admitted in any part of the United Kingdom
be a person who, by virtue of his holding or having held any other position or his being a member of any other body, appears to the directors to be capable of discharging the functions of secretary of the company
There is no requirement for a secretary to be a natural person - it could be a company itself.
As the secretary is an officer of the company under section 1121(2) of the Act, he or she may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, or the company's annual return.
The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986.)
Day to day duties are not specified by the Act, but are usually contained in an employment contract.
For most businesses, these include:
- Maintaining the statutory registers
- the register of members
- the register of directors and secretaries
- the register of directors' interests
- the register of charges
- for public companies only, the register of interests in shares
Ensuring that statutory forms are filed promptly
Most notices can be filed online via the Webfiling service offered by Companies House.
For example, changes to directors' and the secretaries' details must be recorded at the Registrar within 14 days. Notice of a person having become secretary, or one of joint secretaries of the company must be accompanied by consent by that person to act in the relevant capacity.
There are also other forms that need to be delivered to the Registrar.
Providing members and auditors with notice of meetings
The company secretary must give members and auditors 21 days written notice of an annual general meeting for public companies (an AGM), and 14 days written notice for a general meeting. If the company is not limited by shares or guarantee, the written notice period required is 7 days.
Notice of a general meeting of a company must be given:
- in hard copy form
- in electronic form
- by means of a website
Sending the Registrar copies of resolutions and agreements
The company secretary must send the Registrar copies of every resolution or agreement to which Section 30 applies, for example, special and extraordinary resolutions, within 15 days of them being passed.
Supplying copies of the financial statements to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings. Alos, copies might be demanded by anyone under section 431 of the Act for listed companies and 432 for unlisted companies.
This also includes sending accounts at least 21 days before a meeting at which they are to be laid.
Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.
Ensuring that people entitled to do so can inspect company records
For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.
However, these are now available freely online at Compnaies House website.
Custody and use of the company seal
Companies no longer need to have a company seal, but if they do, the secretary is usually responsible for its custody and proper use.
Does a company secretary have any powers?
A co-sec does not have any powers, but is allowed sign the following re-registration applications:
- of a limited company as unlimited
- of an unlimited company as limited
- of a public company as a private company
- of a private company as a public company
The secretary is also allowed to sign most of the forms prescribed under the Act.
What rights does a company secretary have?
Rights are largely contractual or statutory employment rights under the employment contract with the company. A secretary has no special rights under the Companies Act.